UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
Release No. 34-41909 / September 23, 1999
Administrative Proceeding
File No. 3-9244
____________________________________
:
In the Matter of :
:
MARSH BLOCK & CO., INC, :
ALFRED G. BLOCK, : ORDER MAKING FINDINGS, AND
KENNETH L. MARSH, and : IMPOSING REMEDIAL SANCTIONS,
JEFFREY M. MILLER, : AND CEASE-AND-DESIST ORDER
: AS TO JEFFREY M. MILLER
:
Respondents. :
:
___________________________________:
I.
In these administrative and cease-and-desist proceedings instituted pursuant
to Sections 15(b), 19(h) and 21C of the Securities Exchange Act of 1934
("Exchange Act"), Respondent Jeffrey M. Miller ("Miller")
has submitted an Offer of Settlement ("Offer") which the Securities
and Exchange Commission ("Commission") has determined to accept.
II.
Solely for the purpose of these proceedings, and any other proceeding brought
by or on behalf of the Commission or to which the Commission is a party, and
without admitting or denying the findings set forth below, except as to the
jurisdiction of the Commission over him and over the subject matter of these
proceedings, which are admitted, Miller consents to the entry of the findings
and the imposition of remedial sanctions and order of the Commission set forth
herein.
III.
On the basis of this Order Making Findings, Imposing Remedial Sanctions, and
Cease-and-Desist Order As to Respondent Miller ("Order") and the
Offer, the Commission finds that:
SETTLING RESPONDENT
1. Jeffrey M. Miller, 41, of Roslyn, New York, was a registered
representative associated with Marsh Block & Co., Inc. ("Marsh
Block") from December 24, 1990 to March 31, 1994. In September 1993, Miller
was censured by the New York Stock Exchange, Inc. ("NYSE") and barred
from association with any NYSE member organization for ten years, with five
years being deemed served. Those sanctions were stayed until March 15, 1994,
when the Commission affirmed the NYSE's decision. In re Jeffrey Michael
Miller, Exchange Act Release No. 33763 (Mar. 15, 1994), 56 SEC Docket 0781
(Apr. 5, 1994). On March 31, 1994, the National Association of Securities
Dealers ("NASD") terminated Miller's registration with Marsh Block.
Miller, however, continued to be associated with Marsh Block through November
17, 1994.
RELEVANT ENTITY
2. Marsh Block was at all relevant times a broker-dealer registered with the
Commission and a NASD member firm located in New York, New York. On February 8,
1999, Marsh Block's registration as a broker-dealer was revoked. Additionally,
Marsh Block was ordered to cease and desist from committing or causing any
violation and any future violation of Sections 15(b)(7) and 17(a)(1) of the
Exchange Act, and Rules 15b7-1 and 17a-3(a) thereunder; and pay disgorgement of
$276,674 plus prejudgment interest, but the payment of such amount was waived
based on Marsh Block's demonstrated financial inability to pay. In re Marsh
Block & Co., Inc., Alfred G. Block, Kenneth L. Marsh, and Jeffrey M. Miller,
Exchange Act Release No. 41024 (Feb. 8, 1999), 69 SEC Docket 0216 (Mar. 9,
1999).
MILLER WILLFULLY AIDED AND ABETTED AND WAS A
CAUSE OF MARSH BLOCK'S VIOLATIONS OF SECTIONS 15(b)(7)
AND 17(a)(1) OF THE EXCHANGE ACT, AND RULES 15b7-1 AND 17a-3(a)
3. As a result of the sanctions imposed by the NYSE against him, Miller
became subject to a statutory disqualification with respect to membership or
participation in, or association with, a member of any self-regulatory
organization, under Section 3(a)(39)(A) of the Exchange Act, and subject to a
disqualification under Section 4(a) of Article II of the NASD By-Laws.
4. During the period from in or about October 1993 through November 17, 1994,
Marsh Block willfully violated:
(a) Section 15(b)(7) of the Exchange Act and Rule 15b7-1 thereunder, in that
Marsh Block effected transactions in, or induced the purchase or sale of,
securities when Miller, and two other natural persons associated with Marsh
Block, who effected or were involved in effecting such transactions, were not
registered or approved in accordance with the standards of training, experience,
competence, and other qualification standards (including but not limited to
submitting and maintaining all required forms, paying all required fees, and
passing any required examinations) established by the rules of the NASD
("NASD Standards"), the national securities association of which Marsh
Block was a member; and
(b) Section 17(a)(1) of the Exchange Act and Rule 17a-3(a) thereunder, in
that Marsh Block failed to make and keep current such records as the Commission,
by rule, prescribes as necessary and appropriate in the public interest, for the
protection of investors, or otherwise in furtherance of the purposes of the
Exchange Act.
5. During the period from on or about April 1, through November 17, 1994,
Miller willfully aided and abetted, and was a cause of, Marsh Block's violations
of Sections 15(b)(7) and 17(a)(1) of the Exchange Act, and Rules 15b7-1 and
17a-3(a) thereunder, in that Miller:
(a) associated with Marsh Block, effected or was involved in effecting
securities transactions through Marsh Block, and held himself out as a
registered representative of Marsh Block when he knew or should have known that
he was disqualified from being associated with Marsh Block, and was not
registered or approved in accordance with the NASD Standards;
(b) failed to execute a current questionnaire or employment application, or
Uniform Application for Securities Industry Registration or Transfer for
submission to the NASD, while he was unlawfully associated with Marsh Block; and
(c) entered into a compensation arrangement with Marsh Block that resulted in
the books and records violations set forth herein.
6. Miller, directly or indirectly, was unjustly enriched by $108,898.80,
which is the amount of income he received while he was unlawfully associated
with Marsh Block.
IV.
In view of the foregoing, the Commission deems it appropriate, in the public
interest and for the protection of investors to accept the Offer and to impose
the sanctions specified in the Offer.
Accordingly, IT IS HEREBY ORDERED that, pursuant to Section 21C of the
Exchange Act, Miller cease and desist from committing or causing any violation
and any future violation of Sections 15(b)(7) and 17(a)(1) of the Exchange Act,
and Rules 15b7-1 and 17a-3(a) thereunder.
IT IS FURTHER ORDERED that Miller be, and hereby is, barred from
association with any broker or dealer.
IT IS FURTHER ORDERED that Miller shall, within thirty days of the
entry of this Order, pay $161,233.85, representing $108,898.80 in disgorgement
and $52,335.05 in prejudgment interest, to the United States Treasury. Such
payment shall be: (a) made by United States postal money order, certified check,
bank cashier's check or bank money order; (b) made payable to the Securities and
Exchange Commission; (c) hand-delivered or mailed to the Comptroller, Securities
and Exchange Commission, Operations Center, 6432 General Green Way, Stop 0-3,
Alexandria, Virginia 22312; and (d) submitted under cover of a letter that
identifies Miller as a Respondent in these proceedings and the file number of
these proceedings, and a copy of the cover letter and money order or check shall
be sent to Lisa Rosenthal, Esq., Securities and Exchange Commission, 7 World
Trade Center, 13th Floor, New York, New York 10048.
IT IS FURTHER ORDERED that Miller shall, within thirty days of the
entry of this Order, pay a civil money penalty in the amount of $15,000 to the
United States Treasury. Such payment shall be: (a) made by United States postal
money order, certified check, bank cashier's check or bank money order; (b) made
payable to the Securities and Exchange Commission; (c) hand-delivered or mailed
to the Comptroller, Securities and Exchange Commission, Operations Center, 6432
General Green Way, Stop 0-3, Alexandria, Virginia 22312; and (d) submitted under
cover of a letter that identifies Miller as a Respondent in these proceedings
and the file number of these proceedings, and a copy of the cover letter and
money order or check shall be sent to Lisa Rosenthal, Esq., Securities and
Exchange Commission, 7 World Trade Center, 13th Floor, New York, New York 10048.
By the Commission.
Jonathan G. Katz
Secretary
http://www.sec.gov/litigation/admin/34-41909.htm
